OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
Supplement dated October 27, 1998 to the
Prospectus dated January 26, 1998
The Prospectus is changed as follows:
1. The supplement dated May 20, 1998 is replaced by this supplement.
2. Footnote number 1 under the table entitled "Shareholder Transaction Expenses"
on page 3 is modified to read as follows:
(1) If you invest $1 million or more ($500,000 or more for
purchases by "Retirement Plans" as defined in "Class A Contingent
Deferred Sales Charge" on page 33) in Class A shares, you may have to
pay a sales charge of up to 1% if you sell your shares within 18
calendar months from the end of the calendar month during which you
purchased those shares. See "How to Buy Shares -- Buying Class A
Shares," below.
3. The third sentence of the paragraph titled "Who Manages the Fund" on page 6
is revised as follows:
The Fund's portfolio managers, Jerry A. Webman and John S. Kowalik, are
employed by the Manager and are primarily responsible for the selection
of the Fund's securities.
4. The sub-paragraph entitled "Futures" in the section entitled "Investment
Techniques and Strategies" on page 18 is modified to read as follows:
[ ] Futures. The Fund may buy and sell futures contracts that relate to
interest rates (these are referred to as Interest Rate Futures). Interest Rate
Futures are described in "Hedging" in the Statement of Additional Information.
5. The paragraph titled "Portfolio Manager" on page 21 is replaced in its
entirety with the following:
[X] Portfolio Managers. The Portfolio Managers of the Fund are Jerry A.
Webman and John S. Kowalik. Mr. Webman is a Senior Vice President of the Manager
and Vice President of the Fund and serves as an officer and portfolio manager of
other Oppenheimer funds. Previously he was an officer and analyst with
Prudential Mutual Fund - Investment Management, Inc. Mr. Webman was the person
principally responsible for the day-to-day management of the Fund's portfolio
from July 15, 1997 to October 27, 1998 when he began to share the principal
day-to-day management of the Fund's portfolio with Mr. Kowalik. Mr. Kowalik is a
Senior Vice President of the Manager and a Vice President of the Fund and serves
as an officer and portfolio manager of other Oppenheimer funds. Previously, he
was Managing Director and Senior Portfolio Manager at Prudential Global Advisors
(1989 - 1998). (continued)
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6. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 28 is modified to read as
follows:
If you purchase Class A shares as part of an investment of at least $1
million ($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if you
sell any of those shares within 18 months of buying them, you may pay a
contingent deferred sales charge, described below.
7. The fourth sub-paragraph of the section entitled "Buying Class A Shares-Class
A Contingent Deferred Sales Charge" on page 33 is modified to read as follows:
[ ] purchases by a retirement plan qualified under Section 401(a) or 401(k)
if the retirement plan has total assets of $500,000 or more.
8. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent Deferred Sales Charge" on page 33 are
modified to read as follows:
If you redeem any Class A shares subject to the contingent deferred
sales charge described above within 18 months of the end of the
calendar month of their purchase, a contingent deferred sales charge
(called the "Class A contingent deferred sales charge") may be deducted
from the redemption proceeds. (A different holding period may apply to
shares purchased prior to June 1, 1998).
9. The second sentence of the fifth paragraph of the section entitled "Buying
Class A Shares-Class A Contingent Deferred Sales Charge" on page 34 is modified
to read as follows:
However, if the shares acquired by exchange are redeemed within 18
months of the end of the calendar month of the purchase of the
exchanged shares, the contingent deferred sales charge will apply. (A
different holding period may apply to shares purchased prior to June 1,
1998).
10. The paragraph entitled "Special Arrangements With Dealers" on page 34 is
hereby deleted.
11. The following sub-paragraphs of the section entitled "Waivers of Class A
Contingent Deferred Sales Charges for Certain Redemptions" on page 37 are
deleted:
(continued)
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[ ] if, at the time of purchase of shares (prior to May 1,
1997) the dealer agreed in writing to accept the dealer's portion of
the sales commission in installments of 1/18th of the commission per
month (and no further commission will be payable if the shares are
redeemed within 18 months of purchase).
[ ] if, at the time of purchase of shares (if purchased during
the period May 1, 1997 through December 31, 1997) the dealer agreed in
writing to accept the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and no further
commission will be payable if the shares are redeemed within 12 months
of purchase).
12. The paragraph entitled "OppenheimerFunds Internet Web Site" in the section
entitled "Special Investor Services" on page 43 is modified as follows:
OppenheimerFunds Internet Web Site. Information about the Fund,
including your account balance, daily share prices, market and Fund
portfolio information, may be obtained by visiting the OppenheimerFunds
Internet Web Site, at the following Internet address:
http://www.oppenheimerfunds.com. Additionally, certain account
transactions may be requested by any shareholder listed in the
registration on an account as well as by the dealer representative of
record, through a special section of that Web Site. To access that
section of the Web Site, you must first obtain a personal
identification number ("PIN") by calling OppenheimerFunds PhoneLink at
1-800-533-3310. If you do not wish to have Internet account
transactions capability for your account, please call our customer
service representatives at 1-800-525-7048. To find out more information
about Internet transactions and procedures, please visit the Web Site.
October 27, 1998 855PS.012
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OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
Supplement dated October 27, 1998 to the
Statement of Additional Information dated January 26, 1998
The Statement of Additional Information is revised as follows:
1. The Supplement dated May 20, 1998 is replaced by this Supplement.
2. The following biographical paragraph is added in the subsection titled
"Trustees and Officers of the Fund" on page 19, directly below the biographical
paragraph for Jerry A. Webman:
John S. Kowalik, Vice President and Portfolio Manager; Age 41
Senior Vice President of the Manager (since July 1998); an officer of
other Oppenheimer funds; formerly Managing Director and Senior
Portfolio Manager at Prudential Global Advisors (1989 - 1998).
3. The text for the section titled "Portfolio Management" on page 21, is
replaced in its entirety with the following:
The Portfolio Managers of the Fund, Jerry A. Webman and John S.
Kowalik, are principally responsible for the day-to-day management of the Fund's
portfolio. The backgrounds of Messrs. Webman and Kowalik are described in the
Prospectus under "Portfolio Managers." Other members of the Manager's
fixed-income portfolio department, particularly Associate Portfolio Managers
Gina Palmieri and Leslie Falconio, traders and other portfolio managers having
broad experience with U.S. Government and other fixed-income securities, provide
the Portfolio Managers with support in managing the Fund's portfolio.
4. The second and third sentences of the fifth paragraph in the section entitled
"How to Exchange Shares" on page 46 are modified to read as follows and moved to
the end of the third paragraph in the section entitled "How To Exchange Shares:"
However, shares of Oppenheimer Money Market Fund, Inc. purchased with
the redemption proceeds of shares of other mutual funds (other than funds
managed by the Manager or its subsidiaries) redeemed within the 30 days prior to
that purchase may subsequently be exchanged for shares of other Oppenheimer
funds without being subject to an initial or contingent deferred sales charge,
whichever is applicable. To qualify for that privilege, the investor or the
investor's dealer must notify the Distributor of eligibility for this privilege
at the time the shares of Oppenheimer Money Market Fund, Inc. are purchased,
and, if requested, must supply proof of entitlement to this privilege.
5. The following sentences are added as the second and third sentences of the
fifth paragraph in the section entitled "How to Exchange Shares" on page 46:
However, if you redeem Class A shares of the Fund that were acquired by
exchange of Class A shares of other Oppenheimer funds purchased subject to a
Class A contingent deferred sales charge within 18 months of the end of the
calendar month of the purchase of the exchanged Class A shares, the Class A
contingent deferred sales charge is imposed on the redeemed shares (see "Class A
Contingent Deferred Sales Charge" in the Prospectus). (A different holding
period may apply to shares purchased prior to June 1, 1998). The Class B
contingent deferred sales charge is imposed on Class B shares acquired by
exchange if they are redeemed within six years of the initial purchase of the
exchanged Class B shares.
October 27, 1998 855PX.006
